Exhibit
3.1




AMENDED
AND RESTATED ARTICLES OF INCORPORATION


OF


PAB
BANKSHARES, INC.







I.





NAME


The name
of the Corporation is:


PAB
BANKSHARES, INC.





II.




CORPORATE
DURATION





The
Corporation shall have perpetual duration.





III.





PURPOSE
OF ORGANIZATION





The
Corporation is a corporation for profit and is organized for the following
purposes:





To engage
in any lawful act or activity for which corporations may be organized under the
Georgia Business Corporation Code, or under any act amendatory thereof,
supplemental thereto, or in substitution therefor; to have all the rights,
powers, and privileges now or hereafter conferred by the laws of the State of
Georgia upon a corporation and to operate as a bank holding
company.







IV.





CAPITAL
STOCK





(a)           Authorized
Shares.  The total number of shares of all classes of capital
stock which the Corporation shall have authority to issue is 100,000,000
consisting of 98,500,000 shares of common stock (the "Common Stock"), and
1,500,000 shares of preferred stock (the "Preferred Stock").  The
shares may be issued from time to time as authorized by the Board of Directors
of the Corporation without further approval of the shareholders except as
otherwise provided herein or to the extent that such approval is required by
law, rules or regulations.  No shareholder shall have a preemptive
right to acquire unissued shares of capital stock.  The Corporation
may acquire its own shares of capital stock and shares so acquired constitute
authorized but unissued shares.





(b)           Common
Stock.  Except as otherwise provided by law or in any Preferred
Stock Designation (as defined in this Article), the holders of the Common Stock
shall exclusively possess all voting power and each holder of shares of Common
Stock shall be entitled to one vote for each share held of record by such
holder.





(c)           Preferred
Stock.  The Board of Directors of the Corporation is hereby
expressly vested with authority to issue shares of Preferred Stock, in one or
more series, and by filing a Ceritificate of Designation (the "Preferred Stock
Designation") pursuant to the applicable law of the State of Georgia, to
establish from time to time the number of shares to be included in each such
series, and to fix the designations, powers, preferences and rights of each such
series, and the qualifications, limitations or restrictions
thereof.





V.





GENERAL
INDEMNITY





The
Corporation shall have the power to indemnify the officers, directors, agents
and employees against loss in accordance with the laws of the State of
Georgia.





VI.





DIRECTOR
CLASSES & TERMS OF OFFICE





(a)           The
number of directors of the Corporation shall be fixed from time to time by the
majority vote of the directors of the Corporation; however, the number of
directors of the Corporation so fixed by the majority vote of the directors
shall be no less than nine.  The directors shall be divided into three
classes as nearly equal in number as possible, with respect to the first time
for which they shall severally hold office.  Directors of the first
class shall hold office until the first annual meeting of the shareholders
following their election; directors of the second class first chosen shall hold
office until the second annual meeting following their election; and directors
of the third class first chosen shall hold office until the third annual meeting
following their election.  At each annual meeting of the shareholders
held thereafter, directors shall be chosen for a term of three (3) years to
succeed those whose terms expired.







(b)           Any
vacancy in the Board of Directors resulting from the death, resignation or
retirement of the director, or other cause other than removal by the
shareholders or increase in the number of directors, shall be filled by a
majority vote of the remaining directors, though less than a quorum, for a term
corresponding to the unexpired term of his or her predecessor in
office.





(c)           Newly
created directorships resulting from any increase in the authorized number of
directors shall be filled by a majority vote of the remaining directors, though
less than a quorum, and the directors so chosen shall hold office for a term
expiring at the next annual meeting of the shareholders at which a successor
shall be elected and shall qualify.





VII.





DIRECTOR
LIABILITY





A
director of the Corporation shall not be personally liable to the Corporation or
its stockholders for monetary damages for breach of fiduciary duty as a
director, except for (i) any appropriation, in violation of his duties, of any
business opportunity of the Corporation, (ii) acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of the law,
(iii) any transaction from which the director derived an improper personal
benefit, or (iv) any violation of Section 14-2-832 (formerly Section 14-2-154)
of the Official Code of Georgia Annotated.  If, after approval of the
stockholders of this article, the Official Code of Georgia annotated is amended
to authorize corporate action further eliminating or limiting the personal
liability of directors, then the liability of a director of the Corporation
shall be eliminated or limited to the full extent permitted by the Official Code
of Georgia Annotated, as so amended.  Any repeal or modification of
the foregoing paragraph by the stockholders of the Corporation shall not
adversely affect any right or protection of a director of the Corporation
existing at the time of such repeal or modification.





VIII.





DIRECTOR
INDEMNIFICATION





Each
person who is or was a director of the Corporation (including the heirs,
executors, administrators, or estate of such person) shall be indemnified by the
Corporation as of right to the full extent permitted by the Official Code of
Georgia Annotated against any liability, cost or expenses asserted against such
director and incurred by such director by reason of the fact that such person is
or was a director.  The right to indemnification conferred by this
article shall include the right to be paid by the Corporation the expenses
incurred in defending any action, suit or proceeding in advance of its final
disposition, subject to the receipt by the Corporation of such undertakings as
might be required of an indemnitee by the Official Code of Georgia
Annotated.  In any action by an indemnitee to enforce a right to
indemnification hereunder or by the Corporation to recover advances made
hereunder, the burden of proving that the indemnitee is not entitled to be
indemnified shall be on the Corporation.  In such an action, neither
the failure of the Corporation (including its Board, independent legal counsel
or stockholders) to have made a determination that the indemnification is
proper, nor determination by the Corporation that indemnification is improper,
shall create a presumption that the indemnitee is not entitled to be indemnified
or, in the case of such an action brought by the indemnitee, be a defense
thereto.  If successful in whole or in part in such action, an
indemnitee shall be entitled to be paid also the expense of prosecuting or
defending same.





Last
Amended on June 24, 2008